EXHIBIT B
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
s/Norton Xxxxxxxxx
_______________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
XXXXXXXXX LIMITED PARTNERSHIP I
By: G.F. Management Corp.
By: s/Norton Xxxxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
XXXXXXXXX LIMITED PARTNERSHIP II
By: G.F. Management Corp.
By: s/Norton Xxxxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxx X. Failing, Jr.
___________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
THE FAILING TRUST
By: s/Xxxxx X. Failing
---------------------------
Trustee
By: s/Xxxxxxxxx X. Failing
---------------------------
Trustee
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxx X. Xxxxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxx Xxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxxx Xxxxxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxxx Xxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxxxx Xxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxxxx Xxxxxxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxxxx Xxxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value ("ERS Common Stock"), of ERS or any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel, owned by the undersigned: (x) from the date of the
notice (the "Notice") delivered by ERS of its stockholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) In order to enable you to enforce the aforesaid covenant
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
By: s/Xxxxxx X. Xxxxxx
____________________________
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxxx X. Xxxxx
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxxx X. Xxxxxxxx
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxx X. Xxxxxx
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxxx Riz
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxx X. Xxxxxxx
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxxxxxxxx X. Xxxxxxx
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxx X. Xxxxx
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxx X. Heaven
--------------------------
October 29, 1997
Electronic Retailing Systems
International, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telepanel Systems Inc.
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X SJ9
Ladies and Gentlemen:
In connection with and in furtherance of the transactions
contemplated by the Combination Agreement dated as of October 29,
1997 (the "Agreement") between Electronic Retailing Systems
International, Inc., a company incorporated under the laws of the
State of Delaware ("ERS"), and Telepanel Systems Inc., a company
incorporated under the Canada Business Corporations Act
("Telepanel"), the undersigned hereby agrees that:
(a) The undersigned will not sell, transfer, pledge,
hypothecate or otherwise convey or dispose of or enter into any
contract or arrangement for the sale, transfer, pledge,
hypothecation, conveyance or other disposition of any shares of the
common stock, $.01 par value (the "ERS Common Stock"), of ERS, any
common shares, without par value ("Telepanel Common Shares"), of
Telepanel or any Exchangeable Shares ("Exchangeable Shares") of
Telepanel owned by the undersigned: (x) from the date of the notice
(the "Notice") delivered by Telepanel of its shareholder meeting
contemplated under the Agreement (said Notice not to be less than
30 days prior to such meeting) until the earlier of (i) the
termination of the Agreement or (ii) the date of the first
publication of combined operating results of ERS and Telepanel
covering at least a 30-day period after the Effective Date (as
specified in the Agreement); or (y) from the date hereof through
the date of the Notice if such transactions, individually or in the
aggregate, during any 90-day period would relate to securities
representing in excess of one percent of the outstanding securities
of the same class.
(b) The undersigned shall make no disposition of any
Exchangeable Shares that it receives pursuant to the Arrangement
(as defined in the Agreement), or any shares of ERS Common Stock
that it receives in exchange for any Exchangeable Shares, except in
accordance with the applicable provisions of the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder; and agrees that the certificates evidencing such shares
shall bear a customary legend setting forth such restrictions.
(c) In order to enable you to enforce the aforesaid covenants
against disposition of shares, the undersigned hereby consents to
placing stop-transfer orders with the transfer agents,
respectively, of the ERS Common Stock, with respect to any shares
of ERS Common Stock registered in the name of the undersigned or
beneficially owned by the undersigned, and with the transfer
agents, respectively, of the Telepanel Common Shares, with respect
to any Telepanel Common Shares registered in the name of the
undersigned or beneficially owned by the undersigned, and with the
transfer agents, respectively, of the Exchangeable Shares, with
respect to any Exchangeable Shares registered in the name of the
undersigned or beneficially owned by the undersigned.
The undersigned represents that it has no present plan,
intention, or arrangement to sell, transfer or otherwise dispose of
any of the Exchangeable Shares that it receives pursuant to the
Arrangement or any shares of ERS Common Stock that it receives in
exchange for Exchangeable Shares, and shall not change such
intention or enter into any such arrangement, prior to the
Effective Date (as defined in the Agreement).
s/Xxxxxxx X. Xxxxxx
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